Happiest Minds Technologies Ltd

Scheme and date

• NCLT sanctions Aureustech–Happiest Minds amalgamation; Appointed Date 1 April 2026.
• Final order dated 10 August 2026; certified copy received 18 August 2026.
• Transferor will be dissolved; transferor is a wholly owned subsidiary.

Capital structure and ownership

• Authorised capital of Transferee increased to Rs 59 crore; 22.98 crore equity shares.
• 2 lakh Series A preference shares proposed.
• No new shares issued; automatic cancellation of Transferee's holdings in Transferor.

Regulatory status and compliance

• RBI/SEBI no objections subject to FEMA and listing compliance; stamp duty not exempt; ROC filing required.

Operational and financial impact

• Employees transfer with continuity.
• Transferor revenue Rs 45.53 crore (2024) and Rs 43.54 crore (2025).
• GST Rs 785 lakh; MSME dues Rs 184 lakh.

AGM Details

• AGM date/time/mode: 28 July 2026, 4:00 PM IST, via Video Conference/OAVM.
• Shareholders on record date: 655,206.
• Attendance: Promoter Group 2; Public 51, via VC.

Resolutions and outcomes

• Resolution 1: Adopt standalone financial statements; Passed.
• Resolution 2: Adopt consolidated financial statements; Passed.
• Resolution 3: Declare final dividend on equity shares; Passed.
• Resolution 4: Re-appoint director by rotation; Passed with 99.73% in favour.
• Resolution 5: Re-appoint auditors; Passed with 99.91% in favour.

Director changes

• One director retires by rotation and is re-appointed.

Auditors

• Re-appoint statutory auditors; tenure to 20th AGM; remuneration fixed.

Financial Performance

• Q1 FY27 revenue: INR629 crores, up 14.3% YoY.
• Constant currency revenue: 2.6% sequential, 6.7% YoY.
• EBITDA margin: 21.7%.
• Total income: about INR652 crores, up 4.9% sequential, 12.5% YoY.
• Adjusted PAT: INR80.5 crores; 12.3% of total income; YoY growth 14.3%.
• Adjusted EPS: INR5.34; up 17% YoY.
• ROCE 23.9%; ROE 15.5%.
• Cash and cash equivalents: INR1,743 crores.
• Active customers: 306; unchanged sequentially.
• Billion-dollar customers: 92; contribute about 60% of revenue.
• Repeat business: 94.4%.
• DSO improved to 92 days; one-time provisions impacted receivables.
• Headcount: 6,532; utilization 81%.
• Attrition: 15.4% vs 17% prior.
• Net hiring: 32; wage increment planned with margin impact.

AI Strategy and Growth

• AI-first strategy; pipeline remains strong.
• Over 100 AI agents; around 60 repeatable use cases.
• AI-powered platforms: Arttha, Insurance in a Box, Multi-Omics, EduWeave.
• 2,000+ employees using AI tools; 2.5 million lines of code monthly.
• Governance: security, privacy, model governance embedded in platforms and delivery.
• Notable wins: NA energy data/AI partner; Australian insurer AI automation; Indian CPG digital modernization.
• Americas accounts for 57% of revenue; India and APAC grew 9% and 10% sequential.
• EdTech recovery; EduWeave progressing; Hi-Tech engagement expanding.

Q&A Highlights

• Guidance depends on pipeline conversion; several large deals to close in Q3/Q4.
• Gen AI deals shifting to longer engagements; margins tied to utilization.
• Wage increments will impact margins; part in Q2 and October.
• No acquisitions included in FY27 guidance; pipeline growth supported by large wins.
• AI-led revenue measurement to be disclosed by end of Q2.

Outlook and Guidance

• FY27 revenue growth guidance: at least 12.5% YoY.
• FY28 aspiration: 15% growth.
• Macro environment mixed; discretionary spend selective; AI investments continue.

Cash, Working Capital and Efficiency

• Cash and equivalents: INR1,743 crores.
• DSO: 92 days; provisions impacted receivables.
• Utilization: 81%; headcount 6,532; net hiring 32.
• Voluntary attrition: 15.4%.

Business Overview

• AI-first digital engineering firm; GenAI and AI-native delivery underpin services.
• Global footprint across 16 countries with 300+ active clients and 94% repeat business.
• Strategy centers on AI-led platforms and ELLIPSE-enabled managed services.

Key Operational Highlights

• Q1 FY27 revenue ₹62.85 Cr, up 4.0% QoQ and 14.3% YoY.
• Total income ₹65.22 Cr, QoQ +4.9%, YoY +12.5%.
• EBITDA ₹14.13 Cr, margin ~21.7%.
• PAT ₹6.76 Cr; PAT margin ~10.7%.
• One-off wage-code cost ₹3.44 Cr reduces quarterly profitability.
• Active customers 306; offshore mix ~93.1%.

Financial Performance

• US revenue share ~56.9%; India ~18.3%; Europe ~7.9%; APAC ~8.2%; ROW ~8.7%.
• EPS (basic) ₹4.50; Adjusted EPS ₹5.30.
• PBT ₹9.02 Cr; Tax ₹2.26 Cr; PAT ₹6.76 Cr.
• RoCE ~23.9%; Debt-Equity 0.93; DSCR 5.47; ISCR 4.17.
• Total assets ₹3,821.86 Cr; Total equity ₹1,775.50 Cr; Cash ₹1,967.16 Cr.

Capital Structure & Liquidity

• Debt-Equity ratio 0.93; high liquidity with substantial cash balance.
• Current ratio ~1.66; Total debt to assets ~0.43.
• DSCR and ISCR indicate comfortable debt service capacity.

Strategic Priorities & Outlook

• GenAI and Agentic AI are core growth engines.
• AI-native delivery and ELLIPSE platform to scale Managed Infrastructure.
• Responsible AI by default; 75%+ GenAI-enabled developers/testers.

Risks & Mitigation

• One-off wage-code cost impacted quarterly profitability; offset by revenue growth.
• Talent attrition ~15.4% in Q1 FY27; ongoing retention initiatives.
• Regulatory and competitive risks mitigated via Responsible AI framework.

Governance & Leadership

• Industry recognitions: Ashok Soota and Preeti Menon highlighted for leadership.
• No material board changes disclosed in this update.

Q1 FY27 Financial Highlights

• Revenue ₹62,851 lakhs; up 14.3% YoY and 4.0% QoQ.
• US$ revenue $66.2m; up 2.9% YoY and 1.7% QoQ.
• Total Income ₹65,220 lakhs; up 12.5% YoY and 4.9% QoQ.
• Operating profit ₹10,868 lakhs; up 11.8% YoY.
• Adjusted PAT ₹8,052 lakhs; Adjusted EPS ₹5.34.
• Clients 306 as of Jun 30, 2026; 6 additions in quarter.
• Utilization 81%; Trailing 12-month attrition 15.4%.

Business Development & Outlook

• Q1 wins include strategic Data & AI partner for North American energy infra.
• AI-led Ellipse platform for Managed Infrastructure with North American wireless provider.
• Salesforce MVP development for a global technical consulting company.
• AI-powered test automation platform for Australian insurer.
• Transitioning Indian MNC CPG to scalable commerce platform; broader ecosystem work.
• Multi-year, multi-million dollar Managed Security Services deal with Middle Eastern retailer.
• Pipeline up 20% QoQ; strong momentum across AI, analytics, and digital engineering.
• Strong balance sheet and robust cash position; positioned to invest in growth.

Results approval

• Board approved unaudited standalone and consolidated results for quarter ended June 30, 2026.

Key financial highlights

• Consolidated revenue ₹65,220 lakhs; PAT ₹6,760 lakhs; Basic EPS ₹4.49.
• Standalone revenue ₹58,433 lakhs; PAT ₹5,688 lakhs; Basic EPS ₹3.78.
• Total comprehensive income: consolidated ₹8,341 lakhs; standalone ₹7,349 lakhs.
• Adjusted PAT ₹8,052 lakhs; Adjusted EPS ₹5.34 (Q1 FY27).

Regulatory / compliance matters

• NIL/NA security cover report for NCD; unsecured debt.

Labour Codes impact

• Labour Codes impact recognized as exceptional item; gratuity and leave liabilities increased.
• Consolidated impact ₹2,203 lakhs; standalone ₹2,141 lakhs.

Communications and disclosures

• Auditor’s review report attached; investor presentation and press release enclosed.
• Results and related materials available on company website and stock exchanges.
• FY27 Q1 press release highlights revenue ₹629 cr; adjusted PAT ₹8,052 lakhs; adjusted EPS ₹5.34.

Meeting Details

• Date and time: 28 July 2026 at 10:00 IST.
• Type and mode: earnings call; group conference via dial-in (virtual).
• Organizer: ICICI Securities invites for Q1FY27 results conference.
• Purpose: discuss Q1FY27 results.
• Key participants: Chairman & Chief Mentor; Co-Chairman & CEO; Managing Director; CFO; Head of Investor Relations.
• Additional participants: Head of Legal, Company Secretary & Compliance Officer; CEO, IMSS; CEO, GBS.

Meeting Details

• Board meeting scheduled for July 27, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated IndAS financial statements for quarter ended June 30, 2026.

Regulatory clarification

• Company states no information requiring disclosure under Listing Regulations; will disclose promptly if material.